When your Best isn't Enough
by a cursed monkey
Summary: I know that when the going gets tough, the tough get going. I always said that when the time came, the fame and fortune wouldn't matter a bit. That I'd be ready to fight. But this time... I fought and not only did I lose, but someone died. Belie & Gwevin
1. Chapter 1

Disclaimer: Ben 10 is property of Man of Action and Cartoon Network.

So I know that I've been gone a long time since recovering this account, and... I'm sorry. I've been so busy trying to get my life back on track after... the passing... and I didn't have time to work on the computer much. Only recently did I come on here and find... well, the account. And everything came rushing back. My girlfriend, sympathetic, read everything Kai wrote, and persuaded me to write for him again.

So I'm back. And this story, along with the others that are to come, will be dedicated to him.

* * *

><p>Title: When your Best isn't Enough<p>

Theme(s): Romance, action, adventure, hurt/comfort

Summary: "I know that when the going gets tough, the tough get going. I always said that when the time came, the fame and fortune wouldn't matter a bit. That'd I'd be ready to fight. But this time... I fought and not only did I lose, but someone died. Someone that shouldn't have died, did. Gwen... what do you do when your best... just isn't enough?"

Story length: More then 15 chapters

Romance: Gwen/Kevin

Ben/Julie

Warnings: Language and death themes

* * *

><p>(Third Person POV)<p>

"Ben. Look at me."

As if she expected, the 16-year old clad in a tear-stained green jacket refused to respond or even acknowledge her presence. He may be her cousin and she may love him to death, but one could only take so much.

"BEN!" Dull emerald eyes met stern, solid jade eyes.

"You can't mope about forever," Gwen said, staring at her cousin sternly. He, however, barely seemed to notice her sternness.

"I can," he said quietly, blinking a few times to clear black dots from his eyes.

Gwen sighed. Even in moping, his stubbornness knew no bounds. Walking over to the shades that kept the sunlight from flooding through Ben's dim room, Gwen pulled down on the string. Sunlight rushed into the room and caused Ben to shield his eyes.

"C'mon. Up," Gwen said, reached down to tug on Ben's arm. "You've been locked in your room for 4 days now, you have barely eaten, haven't changed, and judging by the imprint in your comforter, I'd say you haven't moved either. You are coming outside, now."

"No, Gwen. Just let me be," Ben said tiredly. Judging by his voice, Gwen deduced he hadn't slept much in those 4 days locked away.

_'Probably nightmares...' _Gwen thought to herself, recognizing the dark bags underneath his eyes.

"You can either get up on your own," Gwen said, eying her cousin. He didn't look eager to move. "Or, I can make you get up."

Ben raised an eyebrow at her, obviously forgetting her powers. When he made no move to get up, Gwen sighed. It took her no time to encase Ben in a pink sphere and levitate him, causing a few protests to escape Ben's mouth.

"Gwen! C'mon! Please, just put me down!" Ben begged, not wanting to be carried downstairs. Gwen heard naught.

"No, we're going to see Kevin," Gwen said, ignoring Ben's protests. Ben grit his teeth and banged against the mana sphere. His fists didn't even dent the pink ball. Despite being weakened from hunger and lack of movement, Gwen had to admire Ben's fighting- or now fighting- spirit. Despite the depression, he seemed to be determined as ever.

Ben peered down at the green gauntlet on his wrist, trying to decide if he should activate the device to escape. His hand slipped toward the dial before a scream split his mind.

_"MOMMY, NO!" _

"Ben?" Gwen asked, sensing a disturbance in the emotions around her. She was no empath, but a sharp feeling of regret and remorse flowed through the air as if it were magic. Plus, Ben's scream was a giveaway.

"Ben!" Gwen shouted. She turned around to see Ben laying in the sphere, unconscious. She was quick to kneel next to his body and feel for a pulse. Despite finding one, it was easy to see Ben was in bad shape. "Come back to me, Ben!"

When Ben failed to respond, Gwen knew she didn't have much she could do. They weren't even to the street yet. Looking back between her unconscious cousin and the DX Mark 10, Gwen realized there wasn't enough time to haul him to the car and drive him to Kevin's garage. She would need to teleport them if she was to get there in time.

Standing up, Gwen shouted, "Abeo Exorior!"

Within a few seconds, a pink sphere caused two teens to disappear. But not before one more scream was heard...

* * *

><p><em>Yes, this was a positively awful chapter. I am fully aware of that. It's going to take a chapter or two to get into the flow of writing. If you could, please don't flame at all. Would rather hear nothing then negativity. Oh, and the chapters following this, I promise will be better and longer. Like, 2,000 words or more. I promise. Sorry for the chapter, review! Thank you.<em>


	2. Chapter 2

Disclaimer: Man of Action and Cartoon Network are the sole holders of Ben 10. Therefore, lawyers, you may go because I don't own anything.

As I promised, a longer chapter. Cheers!

~In Memory of Dwayne McDuffie and Kai Helmer~

* * *

><p>Kevin Levin had heard some odd things in his day. He was 17, but had enough stories to top that of a 88-year old war veteran. He'd seen the scary, the ugly, the mean and the impossible- and lived through it all. So when Gwen magically appeared with an unconscious Ben at her feet, it would've been safe to assume that bad-boy Kevin would've been fairly calm and able to react.<p>

The Fates, however, decided differently.

"What's wrong with him?" Kevin shouted, hauling Gwen to her feet. The teleportation spell she'd conjured was known to leave her exhausted and fairly irritable. This time, she seemed to by bypassing the symptoms. At least for now.

Gwen shook her head. "I don't know! He just screamed and collapsed! I think it has something to do with the lack of nutrition."

Kevin ran a hand through his shaggy raven hair. A sigh escaped his lips and his eyes studied the wielder of the Ultramatrix. He'd seen some tough times too, but Kevin knew Ben was also more compassionate. That's why "the event" hit him so hardly.

"What should we do?" Kevin asked, calming himself. He was worried, but freaking out on his girlfriend would do no good. Especially when she was tired and even more worried then he was.

"I don't think a hospital would be the best course of action... he'd become front news... again," Gwen pointed out, kneeling down next to Ben's near-still body. His chest was the only thing moving, and that was the only signs of life they had. Kevin, meanwhile, cursed the press. It was their fault Ben was unable to be taken to a hospital. It was their fault this was even happening.

"Maybe if we activate the watch, he will wake up," Kevin thought aloud, catching Gwen's attention. She bit her lip and looked worriedly at the green gauntlet.

"We don't know what that could do... it might make things worse," Gwen said. Kevin looked at her and opened his mouth to speak, before closing it. She was right; it could make things worse. But, it might make things better.

"Gwen, we don't have too many choices here. Unless you have a better idea, I say we activate it and turn him into someone who doesn't need food or something." Gwen sighed, and relented. She was the smart one, but ideas to save lives didn't just pop into her head.

Kevin, accepting the silence as her giving in to the idea, reached down to the dial of the Ultramatrix before Gwen interrupted.

"Wait," she said, grabbing Kevin's shoulder. He sighed, and turned to her.

"We don't have time for this, what?"

"Let me try going inside his mind. Maybe I can figure out what's wrong." Kevin looked at her, then at the watch. Finally, after a moment's hesitation, he gave in to her idea.

"Fine, but make it quick. And if that doesn't work, then we're gonna change him." Gwen nodded in approval, then took to the lotus position. Her gravity-defying magic allowed her to levitate as her irises went pink and sphere's appeared around her hands. Kevin merely watched as Gwen's Anodite form was released from her body, and melted with Ben's.

"Be careful..." Kevin said to Gwen's floating body.

If anything, he was even more worried now.

* * *

><p><em>'I only have an hour or so before I need to get back to my body... better make this count...'<em>

Traversing Ben's mind would've been easy... if Gwen had a map of some sort. The inner-structures of his mind caused even Gwen to raise an eyebrow. She knew he didn't live up to his potential at school and was far from stupid (oblivious, yes. Stupid, no.) but even this construct was amazing and unexpected. Gwen had never actually delved into Ben's mind before- only the Ultramatrix.

The Ultramatrix had been when the Ultimate forms attempted to sacrifice Ben in order to ensure their freedom. The confounds of the device was almost like an alien-city. It was large, green and had "buildings". Ben's mind was nothing like that. First, it was black. Second, spheres floated all around the blackened abyss, each one with a different picture.

The catch? The pictures were playing like movies.

'_This must be his memory bank...' _Gwen thought, stopping to watch a memory play out. It was the meeting between Ben and Julie for the first time, back on the pier. The only problem Gwen saw was the interruption by Ship... multiple times.

Prying herself away from the movie-like memory, Gwen pressed on, moving to find something that might help. She knew what she **wanted **to find, but she also knew what she was likely to find as well. She wanted to find a self-projected residual Ben. Basically, his spirit.

But this was Ben's brain/imagination. The chances of that were increasingly low.

Pushing the narcissism away, Gwen floated farther on, passing many more deep memories. Memories, personal-enough where Gwen knew Ben would be livid if he knew she'd seen them. He always made it his goal to keep rather dark things to himself.

Finally, memories began to get more familiar, she passed the events of Kevin in his "Ultimate" form. She shivered. Kevin insane was the worst memory she had. Not to mention that Ben was seemingly intent on killing him to save the innocent lives he was possibly going to hurt.

As Gwen moved farther away from that particular memory, something seemed to call her back. An unseen beckoning feeling stopped Gwen in her movements and caused her to look back, curiously. Floating hesitantly over to the milky-white sphere, Gwen took a breath and pressed her head into the memory. Rather quickly, she was engulfed in a searing white light, and sucked into the memory.

* * *

><p>"Ughh..." Gwen moaned softly, her head pulsing. She put a hand to her throbbing skull in a futile attempt to soothe it. Opening her eyes, Gwen was shocked to see the outside desert flying by in a blur, as if she was moving... but not moving.<p>

Glancing to her left, there she saw none other then Ben, driving.

"Ben! You're okay!" Gwen said, shocked.

But Ben paid no attention to the red-head that sat next to him. Instead, he just kept on driving, his green eyes fixated on the road flying by in front of him. Wherever he was going, he seemed to be in a rush to get there.

"Ben, are you okay?" Although he was conscious, Ben seemed... broken, again.

"Ben?" Gwen asked for a final time, before remembering she was in a memory. She sighed at her own stupidity, before running a hand through her cousin to be sure. As she now expected, the hand went right through his skin as if he were Big Chill.

"Hmph," Ben said quietly, drawing Gwen's attention. Maybe she'd disturbed him? "Of course I seem like the 'bad guy' now. I try to take the action that needs to be taken, and suddenly, I'm no longer 'nice-guy Ben'."

Gwen stared at her cousin in confusion. Although he wasn't saying this to her, it was odd to what he was referring to. This was during the events of Ultimate Kevin and judging by the scenery, it was just before they'd have a showdown.

And right after she and he had their big fight.

Gwen was tempted to make a comment, but knew he wouldn't ever know about it. He hadn't been the nicest guy toward Kevin during his rampage, and putting him down was nothing like Ben. He was right, he wasn't being the nice guy they'd all come to know him as.

"It's not like I WANT to put him down..." Ben said suddenly, catching Gwen's attention. "He's like... my best friend. Why would I want to kill my best friend?"

Gwen's face turned sad. She hadn't even considered how Ben had actually been dealing with everything. Yes, he was determined to protect the public, but at the same time, he was also wishing badly to save Kevin. She had been clouded by what Kevin meant to her and how she liked him... she was wrapped up emotionally and failed to see anyone else's thoughts.

"I really wish there was another way..." Ben said quietly, peering out the window. This time, Gwen could not abstain herself.

"There was! My way! Which, by the way, worked!"

As predicted and expected, Ben remained quiet, not knowing of Gwen's comment.

"Whatever it comes to... I hope it ends with everyone happy... I don't want to be a murderer. I don't want it to end in death."

Gwen's eyes widened as an unknown force began to pull upward on her. She felt her essence be almost grabbed as she was yanked from the memory. She then found herself face to face with a very ticked off spirit.

Ben's spirit.

* * *

><p><em>So here are responses to Chapter 1:<em>

_Wjdnekdb: Awesome! The update, is right above you ^_

_Rakcrack14: Yes, it was short, but its good to hear! I will try, thank you!  
><em>


	3. Chapter 3

Disclaimer: Ben 10 is owned by Man of Action and Cartoonnetwork Studios. Seeing as how I own neither of those, I can safely say that I do not own Ben 10 either.

* * *

><p>"Care to explain why you are intruding on my personal memories?" For Gwen, this was new. She'd never actually met with another person's spirit before, therefore, she had absolutely no idea what to expect. Obviously, she had been expecting the same old Ben. Not... well, this Ben.<p>

"Ben?" Gwen asked, having to be sure. She'd been deceived before, and although asking wouldn't help reveal a true identity if she were being tricked, it would possibly reveal if this entity went by something else.

The spirit sighed. "Yes, I am Ben."

"You don't sound like Ben," Gwen pointed out. Despite being dressed like Ben- having a green jacket and black undershirt, plus blue jeans- this Ben sounded more formal and intellectual.

"No, I might not to you. I am just a spiritual representation of the being, Benjamin. Think of me as an antibody for the mind and memory control," Spirit Ben explained, motioning to the world around him. Gwen looked around, taking in the scenery again. Finally, she peered back at the spirit before noticing something quaint.

"You have an Ultramatrix; why?"

Spirit-Ben looked down at his wrist, and cupped the device. "I'm a residual self-image. Meaning, you see me as you wish. I am merely a reflection of your own mind. To Kevin, I would look the same. But to someone completely foreign, I may look far different then this."

"So why are you here?" Gwen asked. She was glad to find a spirit, but seeing as how it found her, that didn't mean the greatest things.

"The better question," Spirit-Ben said, putting a finger on Gwen's shoulder, "is why are you?"

Gwen wanted to have an answer ready to shoot back, but something kept her from being able to answer. Her mind went blank and her thoughts halted as if a traffic jam was occurring inside her own brain.

"I... you passed out. I wanted to see if maybe I could figure out why," Gwen finally came out with. Spirit-Ben smiled sadly. Gwen felt a little bit nervous at that, but didn't let it show on her face.

"That is an excellent question; why did I pass out?" Spirit-Ben asked, turning around. He began to float deeper into the memory-chamber, and beckoned Gwen to follow him. As they floated deeper into Ben's mind, Gwen took note of the way spirit-Ben talked, and how similar it was to that of Paradox. They both seemed to talk old-like and in riddles.

Plus, neither seemed to be able to give a straight answer.

"Do you know why?" Gwen asked as they floated, breaking the silence. Spirit-Ben remained silent. Either he knew and refused to share, or he had no idea.

Finally, the duo arrived at a sphere that seemed ominously darker then the other spheres. It seemed almost evil.

"This," Spirit-Ben said, motioning toward the dark sphere, "is the memory of which you may have been looking for. Rather... this is the personal _thoughts _you may be looking for. See... Benjamin is deeply distraught at the death of that innocent woman. He feels as if he's let the world down. Or more accurately, the Universe down. Failure to take adequate care of his body has left its mark and right now, Benjamin is in danger."

Gwen couldn't help but interrupt. "Danger of what?"

"Danger of himself," Spirit-Ben said.

"I don't get it, himself? What, is he going to cause harm to himself?" Gwen asked, flashes of suicide rushing through her mind. She refused to allow him peace if that was his plan.

"Benjamin is afraid to use the Ultramatrix. He feels that if he uses it, someone else could die. Someone... important. And that fear has a vice upon his heart and mind."

Gwen immediately knew that Spirit-Ben was referring to her, Kevin or Julie. Or even his parents. Actually, when Gwen thought hard enough, Ben could've been worried for any number of family members...

"But if he doesn't use it, his own life could be in danger! Plus, any of our enemies could now pick this moment to strike!" Gwen said, beginning to understand the 'danger' warning. Only, to her, it seemed like Ben wasn't endangered by himself, but instead, endangering himself.

"Precisely. There is no solution for this problem here. Now that we've talked, the use of those thoughts are rather lost now. I've explained what they were going to tell you. Dear me, I seemed to have... played spoiler," Spirit-Ben said.

"You really don't sound like Ben at all," Gwen pointed out again, hardly being able to take this Spirit seriously.

"Yes, well, reason and sense do not often come out of Benjamin's mouth too often. He chooses to suppress those urges and keep tensions low. So, I do apologize for that, but I am the being of intellect and reason."

"Fair enough," Gwen said, shrugging.

"Now, you must return to your body. I know of your secondary plan, and I suggest you choose that of which does not live. Now then! Be gone, Anodite! And let me not find out you were snooping again!" Spirit-Ben said, his essence beginning to fade. Gwen was now able to see through him, when he spoke again.

"Oh, be warned! A challenge is soon to approach! That, I have seen of Clockwork's mind. The choice will be unclear until the end, but be known! Ben is the only one who can stop him!"

Gwen wanted to shout back, try and learn more about this sudden challenge, but by the time her mouth had opened up, Spirit-Ben was gone.

* * *

><p>"I am so bored, it ain't even funny..." Kevin said basically to himself. Even though he said it aloud, there was no one around to hear him. So, he'd taken and moved both Ben and Gwen to a more stable and clean place then the floor. Then, after ensuring they were both okay, Kevin began to ease his nerves by working on his car.<p>

Slowly, his mind had slipped back into when he was a psychopathic child of 11-years old. For the longest time, he blamed his parents. They'd "kicked" him out of the house. Well, what was left of the house. He'd destroyed it, yes. Now that he was sane and stable, he saw just how bad and destructive he had been. Especially toward his parents.

His step-dad had done nothing wrong. He'd only come in to fill the giant shoes left by Kevin's dad. In his insane-state, his step-dad seemed like he was trying to replace Kevin's real father, but he had done no such thing.

Kevin had broken his mother's heart... twice.

It wasn't easy to admit, but he'd been a cruel kid. Mislead, yes. But cruel? Still, yes.

Back then, he could hurt and kill people, and not feel guilt. In fact, it made him feel powerful. He really was a complete whack. It was sickening to think that he'd once been a murderer. But then... Ben and Gwen, two kids who had once been terrified of him, came and busted a deal he'd been making. Then, they accept him onto their team and even trust him (to a point).

They capped it off by giving him what no one else had.

A family.

When he looked at Gwen and saw their relationship, he wondered how it was possible. Here, Gwen Tennyson, the good-girl and straight A student who was easily going for Harvard or some Ivy league school, fell in love with the least compatible person. Right?

In Kevin's mind, Gwen should be going out with some millionaire hot-shot who knew everything. Well, maybe a bit exaggerated, but he believed she should be doing better then an ex-criminal, con-artist, mechanic, school-drop out. But she never felt the same way. In fact, in her mind, she'd said that he could find some girl who knew cars like she was a car and could give him a run for his money.

They both had different opinions in what they deserved, but maybe that's what kept them together.

Then, he looked at Ben. Ben and he were... best friends. That much was obvious. They used to have spats constantly, but as time went on, they got along well with their humor and relative attitudes. They still disagreed some, but their thirst for a fight and love of action made them a strong duo. The only big, big difference was their emotions.

Kevin was enclosed. Ben was too. But their difference came in compassion. Although a fame-struck teen, Ben was still capable of showing way more compassion then Kevin could ever try showing. Maybe it had something to due with Ben being... stronger and more depended on. He was the "wielder of the Ultramatrix". The entire Universe watched what he did. Kevin? Not so much.

Begrudgingly, Kevin often acknowledged this and often found himself hating it. But even then, Ben was also capable of taking more abuse. He'd suffered tons of hits nightly, and often kept fighting even as both Kevin and Gwen went down. And even with nothing left to fight for, Ben would go until they won. He was almost like a tank- no matter what alien form he took.

So the second he went and became depressed... it was the biggest shock Kevin had ever seen. He knew that emotionally, he may be stronger then Ben, but then again, Ben lived completely on his conscious and on justice. That was enough to cause the depression to sweep him from underneath.

"C'mon Gwen..." Kevin said quietly, watching Gwen's still figure. It was at that moment when a pink being emerged from Ben's body. The pink humanoid floated over to Gwen's body and re-merged with her, and then, Gwen's emerald eyes flickered open. She took a few renewing breaths of air and sighed.

"I... I couldn't do anything," Gwen said sadly, obviously disappointed to have failed. Kevin, not liking her upset, placed a hand on her shoulder and caused her to look up at him. He smiled reassuringly at her, and she returned the smile with a small one of her own. "I did learn something though."

"And that would be?" Kevin asked, curious. If the circumstances weren't so severe, he would've hoped for a juicy tidbit on Ben's life or something humorous, but that was a bit far-fetched.

"Your plan is what we need to do. We need to pick an alien that doesn't live," Gwen explained, recalling her conversation with the spirit. Despite his warnings, he seemed fairly calm about everything.

"That's kind of hard... isn't everything that Ben turns into, alive?" Kevin asked, bending down to activate the Ultramatrix. He pressed the side and a hologram of Jetray popped up.

"Yes, but I think an alien that doesn't need anything of essentials is what I meant," Gwen quickly explained, and Kevin shrugged. He went through multiple aliens before coming to a stop at one fairly vile one.

"Ghostfreak."

"He's not alive. At least... not anymore..." Gwen said, shivering at her previous encounters of Ghostfreak. Once he broke free from the Omnitrix back 6 years ago, he was one of the most terrifying aliens they'd ever encountered. He just emitted an aura of fear.

"Is it a safe move?" Kevin asked, eyeing the hologram carefully, as if it was going to pop out and try and take over the world.

"Can't we try for Upgrade or something? Upgrade isn't alive," Gwen reasoned, not willing to put her cousins life in the hands of... that thing. Ghostfreak had proven multiple times that he couldn't be trusted, and giving him free reign of an unconscious Ben was the worst possible move.

"Upgrade it is," Kevin said, his voice sounding relieved. He turned the dial a few times before a green mechamorph popped up. Glanced over at Gwen, Kevin took a breath and pressed down on the device.

A flash of green filled the room, and Ben, was gone.

Upgrade laid in his place.

* * *

><p><em>Responses to last chapter:<em>

_**QWERTY**: Thank you!_

_**MidnightGwevin XxX**: Awesome, here you go!_


End file.
